gabriel_8k-ex1006.htm


    EXHIBIT
10.6

     

    TERMINATION
AND RELEASE AGREEMENT

     

    This
Termination and Release Agreement dated effective as of September 26th, 2007 (the "Termination Agreement") is
made by and among (i) Trace Technologies, LLC, a Nevada limited liability
corporation ("Trace"),
(ii) Gabriel Technologies Corporation, a Delaware Corporation ("Gabriel"), and (iii)
CSI Wireless LLC, a Delaware LLC ("CSI") (collectively, the
"Parties" and any one of them, a "Party", as the context may
require).

     

    WHEREAS
the Parties wish to terminate the Asset Purchase Agreement among Trace, CSI and
Gabriel dated July 25, 2006, together with any amendments (collectively, the
"Asset Purchase Agreement") and CSI wishes to grant certain
purchase options to Trace relating to the Asset Purchase Agreement;

     

    AND
WHEREAS the Parties wish to terminate the technology development and
manufacturing agreement dated February 4, 2004, between Locate Networks, Inc.
("Locate") and CST,
which agreement was subsequently assigned to Trace pursuant to an assignment
agreement dated August 11, 2004 between Trace and Locate
(collectively, the "Manufacturing Agreement");

     

    AND
WHEREAS the Parties wish to release each other from their respective
representations, warranties, covenants and any other obligations as set out in
the Asset Purchase Agreement and the Manufacturing Agreement;

     

    NOW
THEREFORE, the Parties hereto agree as follows: 

     

    1.        Defined
Terms

     

    Terms and
expressions. when used herein and unless otherwise defined herein, will have the
same meanings as are ascribed to them in the Asset Purchase
Agreement.

     

    2.        Termination of Manufacturing
Agreement and Asset Purchase Agreement

     

    Each of
the Parties hereto, on its own behalf, and on behalf of its affiliates and
subsidiaries, and their respective directors, officers, employees, agents,
insurers, partners, affiliates, successors and assigns hereby agrees that the
Manufacturing Agreement and the Asset Purchase Agreement are terminated and of
no further force or effect.

     

    3.        Releases

     

    
      	
              (a)  

            	
              Trace
      and Gabriel on their own behalf, and on behalf of their respective
      affiliates and subsidiaries,
      and their respective directors, officers, employees, agents, insurers,
      partners, affiliates, successors and assigns (collectively referred to as
      the "Releasors") do hereby remise, release and forever discharge CSI and
      its respective affiliates and subsidiaries, and their respective
      directors, officers, employees, agents, insurers, partners, affiliates,
      successors and assigns ("Releasees") of and from all actions, manner of
      actions, causes of action, suits, debts, dues, accounts, bonds, covenants,
      agreements, claims, demands, expenses (including legal costs on a lawyer
      and his own client basis) and liabilities of every nature and description
      whatsoever which the Releasors now may have or ever may have had,
      including, but not limited to, anything related to or arising out of or in
      any way related to the Manufacturing Agreement or the Asset Purchase
      Agreement.

            


    

     

    
      	
              (b)  

            	
              CST
      on its own behalf, and on behalf of its respective affiliates and
      subsidiaries, and their respective
      directors, officers, employees, agents, insurers, partners, affiliates,
      successors and assigns (collectively referred to as the ''Releasors") do
      hereby remise, release and forever discharge Trace and Gabriel and their
      respective affiliates and subsidiaries, and their respective directors,
      officers, employees, agents, insurers, partners, affiliates, successors
      and assigns ("Releasees") of and from all actions, manner of actions,
      causes of action, suits, debts, dues, accounts, bonds, covenants,
      agreements, claims, demands, expenses (including legal costs on a lawyer
      and his own client basis) and liabilities of every nature and description
      whatsoever which the Releasors now may have or ever may have had,
      including, but not limited to, anything related to or arising out of or in
      any way related to the Manufacturing Agreement or the Asset Purchase
      Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.        Options to
Purchase

     

    
      	
              (a)  

            	
              Manufacturing
      Option:

            


    

     

    
      	
                  (i)    

            	
              Subject
      to the terms of this Termination Agreement, CSI grants to Trace a
      non-exclusive option
      to purchase (hereinafter referred to as the "Manufacturing Option") the following manufacturing
      package (the "Manufacturing Package"), consisting
  of:

            


    

     

    
      	
                        (A)    

            	
              The
      Purchased Assets; and

            


    

     

    
      	
                        (B)    

            	
              the
      right to engage CSI for manufacturing support at the rate of
      $150/person/hour plus
      materials and expenses for a period ending 60 days following the exercise
      of the Manufacturing Option ("Manufacturing Support"), to the extent that Trace
      requests, and CSI is reasonably able to provide, Manufacturing Support;
      provided that Trace shall be responsible for all of CSI's out-of-pocket
      expenses incurred by CSI's personnel in connection with the provision of
      the requested Manufacturing Support, including without limitation, all
      travel and living expenses.

            


    

     

    
      	
                  (ii)   

            	
              Manufacturing
      Option Term:

            


    

     

    
      	
                        (A)   

            	
              Unless
      terminated earlier in accordance with Section 4(a)(ii)(B), the
      Manufacturing
      Option shall be exercisable by Trace for a period of one (1) year from the
      date of this Termination Agreement.

            


    

     

    
      	
                        (B)    

            	
              Notwithstanding
      CSI's grant of the Manufacturing Option, CSI retains the right
      to
      sell all or part of the Purchased Assets to any other party, without
      notice to Trace, at any such time and upon any such terms as CSI may
      decide; provided that within 10 days after any such sale CSI shall notify
      Trace of the items sold and the purchase price therefor. In the event of
      such sale of part or all of the Purchased Assets, the
      Manufacturing Option shall expire as to such assets sold and be of no
      force or effect.

            


    

     

    
      	
                  (iii)   

            	
              Manufacturing
      Package Purchase Price:

            


    

     

    
      	
                        (A)   

            	
              The
      Manufacturing Package purchase price shall be $845,000 (the"Manufacturing Package Purchase
      Price"), less any price
      received by CSl for the sale of any part thereof prior to exercise of the
      Manufacturing Option by Trace.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
                  (iv)   

            	
              Exercise
      of the Manufacturing Option:

            


    

     

    
      
        	
                          (A)   

              	
                Trace
      shall
      exercise the Manufacturing Option by providing CSI with
      writtennotice
      of its intent to exercise the Manufacturing Option, at any time prior to
      the expiry or termination of the Manufacturing Option, outlining, among
      other things:

              


      

    

     

    
      	
                              (I)    

            	
              a
      date for the closing for the purchase and sale of the Manufacturing
      Package
      which will be at least 30 days and not more than 60 days after the receipt
      of the notice by CSI; and

            


    

     

    
      	
                              (II)   

            	
              a
      letter from Trace's counsel indicating that funds equivalent to
      theManufacturing
      Package Purchase Price are being held in such counsel's trust account for
      payment to CSI upon closing of the purchase and sale of the Manufacturing
      Package.

            


    

     

    
      	
                  (v)    

            	
              Sale
      of the Manufacturing Package:

            


    

     

    
      	
                        (A)   

            	
              The
      Manufacturing Package will be sold "as is — where is", with norepresentations
      or warranties, whether express, implied, statutory or otherwise, except as
      to CSI's right to sell the Manufacturing Package free and clear of all
      security interests, liens, claims or
  encumbrances.

            


    

     

    (b)  Inventory
Option:

     

    
      	
                  (i)    

            	
              Subject
      to the terms of this Termination Agreement, CSI agrees to grant to Trace a
      non-exclusive
      option to purchase (hereinafter referred to as the "Inventory Option") the following inventory (the
      "Inventory Package"), which shall include 1419
      units of the Device.

            


    

     

    
      	
                  (ii)   

            	
              Inventory
      Option Term:

            


    

     

    
      	
                        (A)   

            	
              Unless
      terminated earlier in accordance with Section 4(a)(ii)(B), the Inventory
      Option
      shall be exercisable by Trace for a period of one (1) year from the date
      of this Termination Agreement.

            


    

     

    
      	
                        (B)   

            	
              Notwithstanding
      CS1's grant of the Inventory Option, CSI retains the right to sell
      all or part of the Inventory
      Package to any other party, without notice to Trace, at any such time and
      upon any such terms as CSI may decide; provided that within 10 days after
      any such sale CSI shall notify Trace of the items sold and the purchase
      price therefor. In the event of such sale part or all of the Inventory
      Package, the Inventory Option shall expire as to such Inventory sold and
      be of no force or effect.

            


    

     

    
      	
                  (iii)   

            	
              Inventory
      Package Purchase Price:

            


    

     

    
      	
                        (A)   

            	
              The
      Inventory Package purchase price shall be $296,571 (the"Inventory Package Purchase Price"), less any price received by
      CSI for the sale of any part thereof prior to exercise of the Inventory
      Option by Trace.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
                  (iv)   

            	
              Exercise
      of the Inventory Option:

            


    

     

    
      	
                        (A)   

            	
              Trace
      shall exercise the Inventory Option by providing CSI with written notice
      ofits
      intent to exercise the Inventory Option, at any time prior to the expiry
      or termination of the Inventory Option, outlining, among other
      things:

            


    

     

    
      	
                               (I)    

            	
              a
      date for the closing for the purchase and sale of the Inventory Package
      which
      will be at least 30 days and not more than 60 days after the receipt of
      the notice by CSI; and

            


    

     

    
      	
                              (II)   

            	
              a
      letter from Trace's counsel indicating that funds equivalent to the
      Inventory
      Package Purchase Price are being held in such counsel's trust
      account
      for payment to CSI upon closing of the
      purchase and sale of the Inventory
Package.

            


    

     

    
      	
                  (v)   

            	
              Sale
      of Inventory Package:

            


    

     

    
      	
                        (A)   

            	
              The
      Inventory Package will be sold "as is — where is", with no representations
      orwarranties,
      whether express, implied, statutory or otherwise, except as to CST's right
      to sell the Inventory Package free and clear of all security interests,
      liens, claims or encumbrances.

            


    

     

    5.        Consideration

     

    
      	
              (a)  

            	
              In
      consideration for the termination of the Manufacturing Agreement and the
      Asset Purchase Agreement,
      including the related obligations of Trace under those agreements, Trace
      agrees to release the Deposit which is currently being held in escrow by
      Burnet, Duckworth & Palmer LLP
      ("BDP")
      in connection with the Asset Purchase Agreement, being $125,000
      plus accrued interest (the "Consideration").

            


    

     

    
      	
              (b)  

            	
              The
      Consideration will be releasable immediately upon execution and delivery
      of this Termination
      Agreement and the execution and delivery of this Termination Agreement
      constitutes Trace's and Gabriel's irrevocable direction to I3DP to pay the
      Consideration to CSI or to its
order.

            


    

     

    6.        Entire
Agreement

     

    This
Termination Agreement shall supersede and replace any and all prior,
agreements between the Parties, which shall remain in full force and
effect (except to the extent augmented or amended hereby) between the Parties
hereto respecting the matter set forth herein, and shall constitute the entire
agreement between the Parties hereto in respect of the matters set forth
herein.

     

    7.        Enurement

     

    This
Termination Agreement shall enure to the
benefit of and be binding upon each of the Parties and their
respective successors and assigns.

     

    8.        Counterpart
Execution

     

    This
Termination Agreement may be executed by the Parties in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts shall together constitute
one and the same agreement. This Termination Agreement may be executed and
delivered by facsimile, which when so executed and delivered shall constitute a
binding agreement.

     

    [SIGNATURE
PAGE IS ON THE FOLLOWING PAGE]

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF the Parties hereto have executed this Termination Agreement as
of the date and year first above written.

     

    
      
        	 	CSI WIRELESS LLC 
	 	 
	 	 
	 	

                Per:       /s/ Cameron
      Olson                                
       

              
	 	         
      Name: Cameron Olson 
	 	         
      Title: CFO 
	 	 
	 	 
	 	TRACE TECHNOLOGIES,
LLC 
	 	 
	 	 
	 	Per:   ______________________________
	 	          
      Name:  
	 	          
      Title: 
	 	 
	 	GABRIEL TECHNOLOGIES
      CORPORATION 
	 	 
	 	 
	 	Per:   ______________________________ 
	 	          Name:   
	 	         
      Title:  


      

       

    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    IN
WITNESS WHEREOF the Parties hereto have executed this Termination Agreement as
of the date and year first above written. 

    
       

      
        
          	 	CSI WIRELESS LLC 
	 	 
	 	 
	 	

                  Per:    
                                                                            

                
	 	         Name:
      
	 	         Title:
      
	 	 
	 	 
	 	TRACE TECHNOLOGIES,
LLC 
	 	 
	 	 
	 	Per:      /s/ Ron
      Gillum                                            
      
	 	          Name: Ron
      Gillum 
	 	          Title: President/Gabriel
      Technologies Corp., Member
	 	 
	 	GABRIEL TECHNOLOGIES
      CORPORATION 
	 	 
	 	 
	 	Per:      /s/ Ron
      Gillum                                            
      
	 	          Name:
      Ron Gillum   
	 	         
      Title:  President


        

         

         

         

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